**Exhibit 14.1 CODE OF ETHICS AND BUSINESSCONDUCT**

 

SureQuest Systems, Inc.

(the “Company”)

Code of Ethics and Business Conduct for the

 Senior Executive Officers and Principal Accountant

(the “Code”)

 

This Code applies to the President, Chief Executive Officer, SeniorVice President, and persons performing similar functions within the Company(the “Senior Officers”) as well as the Principal Accountant. This Code covers awide range of business practices and procedures. It does not cover every issuethat may arise, but it sets out basic principals to guide all Senior Officersof the Company. All Senior Officers should conduct themselves accordingly andseek to avoid the appearance of improper behavior in any way relating to theCompany.   Where the term “SeniorOfficers” appears, it also applies to the Principal Accountant.

 

Any Senior Officer who has any questions about the Code should consultwith the Chief Executive Officer or the board of directors (the “Board”).

 

The Company has adopted the Code for the purpose of promoting:

 

•                  honest andethical conduct, including the ethical handling of actual or apparent conflictsof interest between personal and professional relationships;

•                  full, fair,accurate, timely and understandable disclosure in all reports and documentsthat the Company files with, or submits to, the Securities and ExchangeCommission (“SEC”) and in other public communications made by the Company thatare within the Senior Officer’s area of responsibility;

•                  compliance withapplicable governmental laws, rules and regulations; - the prompt internalreporting of violations of the Code; and

•                  accountabilityfor adherence to the Code.

 

HONEST AND ETHICAL CONDUCT

 

Each Senior Officer owes a duty to the Company to act with integrity.Integrity requires, among other things, being honest and candid. SeniorOfficers must adhere to a high standard of business ethics and are expected tomake decisions and take actions based on the best interests of the Company, asa whole, and not based on personal relationships or benefits. Generally, a“conflict of interest” occurs when a Senior Officer’s personal interests is, orappears to be, inconsistent with, interferes with or is opposed to the bestinterests of the Company or gives the appearance of impropriety.

 

Business decisions and actions must be made in the best interests ofthe Company and should not be influenced by personal considerations orrelationships. Relationships with the Company’s stakeholders - for examplesuppliers, competitors and customers - should not in any way affect a SeniorOfficer’s responsibility and accountability to the Company. Conflicts ofinterest can arise when a Senior Officer or a member of his or her familyreceives improper gifts, entertainment or benefits as a result of his or her positionin the Company.

 

Specifically, each Senior Officer must:

 

1.               act with integrity, including beinghonest and candid while still maintaining the confidentiality of informationwhen required or consistent with the Company’s policies;

2.               avoid violations of the Code, includingactual or apparent conflicts of interest with the Company in personal andprofessional relationships;

3.               disclose to the Board any materialtransaction or relationship that could reasonably be expected to give rise to abreach of the Code, including actual or apparent conflicts of interest with theCompany;

4.               obtain approval from the Board beforemaking any decisions or taking any action that could reasonably be expected toinvolve a conflict of interest or the appearance of a conflict of interest;

5.               observe both the form and spirit of lawsand governmental rules and regulations, accounting standards and Companypolicies;

6.               maintain a high standard of accuracy andcompleteness in the Company’s financial records;

7.               ensure full, fair, timely, accurate andunderstandable disclosure in the Company’s periodic reports;

8.               report any violations of the Code to theBoard;

9.               proactively promote ethical behavioramong peers in his or her work environment; and

10.         maintain the skills appropriate and necessaryfor the performance of his or her duties.

 

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DISCLOSURE OF COMPANY INFORMATION

 

As a result of the Company’s status as a public company, it is requiredto file periodic and other reports with the SEC. The Company takes its publicdisclosure responsibility seriously to ensure that these reports furnish themarketplace with full, fair, accurate, timely and understandable disclosureregarding the financial and business condition of the Company. All disclosurescontained in reports and documents filed with or submitted to the SEC, or othergovernment agencies, on behalf of the Company or contained in other publiccommunications made by the Company must be complete and correct in all materialrespects and understandable to the intended recipient.

 

The Senior Officers, in relation to his or her area of responsibility,must be committed to providing timely, consistent and accurate information, incompliance with all legal and regulatory requirements. It is imperative thatthis disclosure be accomplished consistently during both good times and bad andthat all parties in the marketplace have equal or similar access to thisinformation.

 

All of the Company’s books, records, accounts and financial statementsmust be maintained in reasonable detail, must appropriately reflect theCompany’s transactions, and must conform both to applicable legal requirementsand to the Company’s system of internal controls. Unrecorded or “off the book”funds, assets or liabilities should not be maintained unless permitted byapplicable law or regulation. Senior Officers involved in the preparation ofthe Company’s financial statements must prepare those statements in accordancewith generally accepted accounting principles, consistently applied, and anyother applicable accounting standards and rules so that the financialstatements materially, fairly and completely reflect the business transactionsand financial statements and related condition of the Company.   Further, it is important that financialstatements and related disclosures be free of material errors.

 

Specifically, each Senior Officer must:

 

1.               familiarize himself or herself with thedisclosure requirements generally applicable to the Company;

2.               not knowingly misrepresent, or causeothers to misrepresent, facts about the Company to others, including theCompany’s independent auditors, governmental regulators, self-regulatingorganizations and other governmental officials;

3.               to the extent that he or sheparticipates in the creation of the Company’s books and records, promote theaccuracy, fairness and timeliness of those records; and

4.               in relation to his or her area ofresponsibility, properly review and critically analyze proposed disclosure foraccuracy and completeness.

 

 CONFIDENTIAL INFORMATION

 

Senior Officers, directors and employees must maintain theconfidentiality of confidential information entrusted to them by the Company ofits customers, suppliers, joint venture partners, or others with whom theCompany is considering a business or other transaction except when disclosureis authorized by an executive officer or required or mandated by laws ofregulations. Confidential information includes all non-public information thatmight be useful or helpful to competitors or harmful to the Company or itscustomers or suppliers, if disclosed. It also includes information thatsuppliers, customers and other parties have entrusted to the Company. Theobligation to preserve confidential information continues even after employmentends.

 

Records containing personal data about employees or private informationabout customers, and their employees and residents and patients areconfidential. They are to be carefully safeguarded, kept current, relevant andaccurate. They should be disclosed only to authorized personnel or as requiredby law.

 

All inquiries regarding the Company from non-employees, such asfinancial analysts and journalists should be directed to the Board. TheCompany’s policy is to cooperate with every reasonable request of governmentinvestigators for information. At the same time, the Company is entitled to allthe safeguards provided by law for the benefit of persons under investigationor accused of  wrongdoing, includinglegal representation. If a representative of any government or government agencyseeks an interview or requests access to data or documents for the purposes ofan investigation, the Senior Officer should refer the representative to theBoard. Senior Officers also should preserve all materials, including documentsand e-mails that might relate to any pending or reasonably possibleinvestigation.

 

COMPLIANCE WITH LAWS

 

The Senior Officers must obey all applicable foreign, federal, stateand local laws, rules and regulations applicable to the business and operationsof the Company.

 

Senior Officers who have access to, or knowledge of, materialnon-public information from or about the Company are prohibited from buying,selling or otherwise trading in the Company’s stock or other securities.“Material non-public” information includes any 

 

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information, positive or negative, that has not yet been made availableor disclosed to the public and that might be of significance to an investor, aspart of the total mix of information, in deciding whether to buy or sell stockor other securities.

 

Senior Officers also are prohibited from giving “tips” on materialnon-public information, that is directly or indirectly disclosing suchinformation to any other person, including family members, or other relativesor friends, so that they may trade in the Company’s stock or other securities.

 

Furthermore, if, during the course of a Senior Officer’s service withthe Company, he or she acquires material non-public information about anothercompany, such as one of our customers or suppliers, or learn that the Companyis planning a major transaction with another company (such as an acquisition),the Senior Officer is restricted from trading in the securities of the othercompany.

 

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE ANDACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

 

The Company, through the Board is responsible for applying this Code tospecific situations in which questions may arise and has the authority tointerpret this Code in any particular situation. This Code is not intended toprovide a comprehensive guideline for Senior Officers in relation to theirbusiness activities with the Company. Any Senior Officer may seek clarificationon the application of this Code from the Board.

 

Each Senior Officer must:

 

1.               notify the Company of any existing orpotential violation of this Code, and failure to do so is itself a breach ofthe Code; and

2.               not retaliate, directly or indirectly,or encourage others to do so, against any employee or Senior Officer forreports, made in good faith, of any misconduct or violations of the Code solelybecause that employee or Senior Officer raised a legitimate ethical issue.

 

The Board will take all action it considers appropriate to investigateany breach of the Code reported to it. All Senior Officers, directors andemployees are required to cooperate fully with any such investigations and toprovide truthful and accurate information. If the Board determines that abreach has occurred, it will take or authorize disciplinary or preventativeaction as it deems appropriate, after consultation with the Company’s counselif warranted, up to and including termination of employment. Where appropriate,the Company will not limit itself to disciplinary action but may pursue legalaction against the offending Senior Officer involved. In some cases, theCompany may have a legal or ethical obligation to call violations to theattention of appropriate law enforcement authorities.

 

Compliance with the Code may be monitored by audits performed by theBoard, the Company’s counsel and/or by the Company’s outside auditors. AllSenior Officers, directors and employees are required to cooperate fully withany such audits and to provide truthful and accurate information.

 

Any waiver of this Code for any Senior Officer or director may be madeonly by the Board and will be promptly disclosed to stockholders and others, asrequired by applicable law. The Company must disclose changes to and waivers ofthe Code in accordance with applicable law.

 

 
|                                   |   |                                 |   |   |
|----------------------------------------|--------|--------------------------------------|--------|--------|
| C. Scott Sykes, Jr.,                   |   | Alma P. Sudderth,                    |
| Chief Executive Officer & Director |   | Senior Vice President & Director |
|                                   |   |                                 |
|                                   |   |                                 |
|                                   |   |                                 |   |
| Stanley  Janczyk,                      |   |                                 |
| Principal  Accountant                  |   |                                 |

 

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